adhesion contract (contract of adhesion)

In Fairfield Leasing Corporation v. Techni-Graphics, Inc. (256 N.J.Super. 538 (1992)), Superior Court of New Jersey invalidated an adhesion contract because its waiver clause was inconspicuous. The case involved a standardized form contract with contained a waiver of trial by jury, which is a constitutional right. The waiver provision also contained a merger clause and a no-modification clause and was printed in tiny letters: “a classic example of a document which has been prepared with the intent that it neither be negotiated nor read.” The Court held that where a non-negotiated jury waiver clause appears inconspicuously in an adhesion contract, which was entered into by a weaker party who did not have assistance of counsel, the waiver provision was unenforceable and therefore void. The Court emphasized the unequal bargaining power of the parties and the lack of mutual assent that are common in contracts of adhesion: “Such standardized contracts have been described as those in which one predominant party will dictate its law to an undetermined multiple rather than the individual. They are said to resemble a law rather than a meeting of the minds.”